Basel/Switzerland and Bridgewater NJ/USA, 10 July 2008 -- Speedel Holding Ltd. (Swiss:SPPN.SW - News) today announced that yesterday evening, five major shareholders of Speedel, including Alice Huxley, Chief Executive Officer of Speedel, have informed the Board of Directors of Speedel that they have entered into and closed a binding agreement with Novartis under which Novartis purchased all their registered shares of the company for a total consideration of CHF 525.4 million. This represents a purchase price of CHF 130.00 per registered share.
Following the closing of the agreement with Speedel's major shareholders, Novartis, including the 9.7% stake in Speedel prior to this announcement, now holds 61.4% of Speedel and is obliged to make a mandatory public tender offer to the shareholders of Speedel. Accordingly, Novartis earlier this morning published a pre-announcement of such a public tender offer to the shareholders for CHF 130.00 per share. The offer price represents an 80% premium to the volume weighted average share price of the 60 trading days prior to the announcement. Pursuant to Novartis' preannouncement of earlier today, full details of the offer will be disclosed in the offer document, which is expected approx. in the week of 11 August 2008.
Speedel's Board of Directors has taken notice of Novartis' transaction with Speedel's shareholders and the preannouncement of the public tender offer. The Board of Directors will evaluate the offer and decide on a recommendation for Speedel's public shareholders within the next 10 days.
Alice Huxley, Chief Executive Officer, has offered Speedel's Board of Directors her resignation. She has informed the Board that in her assessment and after careful consideration the decision to sell the shares to Novartis was in the company's best interest. She said: "In light of the currently very challenging environment for Speedel, i.e. the upcoming financing needs and the depressed market sentiment, I have agreed to a solution which promises a solid fundament for the future of Speedel, and further investments in the company's successful research and clinical development programs."
The clauses of the convertible bond issued early 2007 with a denomination of CHF 1,000 per bond foresee for a public takeover a mandatory early redemption at face value plus a 16% premium.
Speedel is a public biopharmaceutical company that seeks to create value for patients, partners and investors by developing innovative therapies for cardiovascular and metabolic diseases. Speedel is a world leader in renin inhibition, a promising new approach with significant potential for treating cardiovascular diseases. Our lead compound SPP100, Aliskiren Rasilez/ Tekturna) the first-in-class direct renin inhibitor, was in-licensed from Novartis in 1999 and licensed-back to Novartis Pharma in 2002 for further development and commercialisation; SPP100 was approved by the FDA in the US in March 2007, and by the EMEA in the EU in August 2007. Our pipeline covers four different modes of action, and in addition to SPP100, includes SPP301 (an endothelin receptor A antagonist) in Phase II, SPP200 (a direct thrombin inhibitor) in Phase II, the next generation renin inhibitors SPP635 (in Phase Il), SPP1148 and SPP676 (both in Phase I) and several pre-clinical projects, including SPP2475 (aldosterone synthase inhibitor). Speedel develops novel product candidates through focused innovation and smart drug development from lead identification to the end of Phase II. We either partner with big pharma for Phase III and commercialisation in primary-care indications, or we may ourselves complete Phase III development in specialist indications. Candidate compounds for development and the company's intellectual property come from our late-stage research unit Speedel Experimenta and from in-licensing. Our team of approximately 80 employees, including over 30 experienced pharmaceutical scientists, is located at our headquarters and laboratories in Basel, Switzerland and at offices in New Jersey, USA and Tokyo, Japan. Speedel was founded in 1998 as a private company. In September 2005 the company's shares were listed on the SWX Swiss Exchange under the symbol SPPN. Further information is available at www.speedel.com.
Forward looking statements
This press release includes forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are based on our current expectations and projections about future events. All statements, other than statements of historical facts, regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. The word "may" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations described in these forward-looking statements and you should not place undue reliance on them. There can be no assurance that actual results of our research and development activities and our results of operations will not differ materially from these expectations. Factors that could cause actual results to differ from expectations include, among others: our or our partners' ability to develop safe and efficacious products; our or our partners' ability to achieve positive results in clinical trials; our or our partners' ability to obtain marketing approval and market acceptance for our product candidates; our ability to enter into future collaboration and licensing agreements; the impact of competition and technological change; existing and future regulations affecting our business; changes in governmental oversight of pharmaceutical product development; the future scope of our patent coverage or that of third parties; the effects of any future litigation; general economic and business conditions, both internationally and within our industry, including exchange rate variations; and our future financing plans.
For further information please contact:
CH - 4051 Basel
T +41 (0) 61 206 40 00
D +41 (0) 61 206 40 90
F +41 (0) 61 206 40 01
Copyright © Hugin AS 2008. All rights reserved.
Source: Speedel Holding AG